Yerasoft, LLC . Web Hosting - hereafter referred to as Yerasoft - provides Internet web page hosting, programming and development.
Yerasoft's general policy is to act as a provider of internet presence. Yerasoft has various ethical concerns regarding the use of its servers as detailed in the following Terms of Usage agreement below. Yerasoft reserves the right to suspend or cancel a customer's access to any or all services provided by Yerasoft if it is decided that the account has been inappropriately used as defined by this agreement.
By accepting Yerasoft's Terms of Service (TOS) electronically or in writing, and/or by using our services, including but not limited to, submission of content to the Yerasoft design or sales team, payment or authorization of payment, you (Customer) agree to be bound by the following terms and conditions. The Customer also agrees that Customer's electronic acceptance of this TOS shall have the same force and effect as if Customer had agreed to this TOS in writing. The customer agrees to be bound by the Click-Wrap laws associated with online software.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ORDERING ONE OF OUR WEBSITE/HOSTING PLANS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. Yerasoft reserves the right to reject this agreement for any reason or no reason, prior to acceptance thereof by Yerasoft. Activation of the services shall indicate Yerasoft's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, Yerasoft will provide to customer the services selected.
Under this agreement, the customer shall comply with Yerasoft's then current "Terms of Service and Terms of Usage Policy", as amended, modified or updated from time to time by Yerasoft, which currently can be viewed at http://www.yerasoft.com/hosting_terms.asp, and which is incorporated in this agreement for reference. Yerasoft may amend, modify or update this agreement or The Terms of Usage Policy at our sole discretion, and customer shall be bound by any such amendment, modification or update. Yerasoft may, but is under no obligation to, provide notice of any amendment, modification or update of this agreement or the The Terms of Usage Policy.
Yerasoft does not intend to systematically monitor the content which is uploaded to, stored on or distributed or disseminated by any customer via our services (the "Customer Content"). Accordingly, under this agreement, the client will be responsible for all content and activities surrounding or related to any content distributed via Customer Content. Not withstanding anything to the contrary contained in this agreement, Yerasoft may immediately take corrective action, including removal of all or a portion of the customer content and place a hold on the customer's account in the event of any violation of The Terms of Usage Policy. In the event Yerasoft takes corrective action due to a violation of The Terms of Usage Policy, Yerasoft shall not refund to customer any fees paid in advance of such corrective action. Customer hereby agrees that Yerasoft shall have no liability to customer or any of customer's customers due to any corrective action that Yerasoft may take (including, without limitation, discontinuation of Services).
Call Monitoring and Recording Privacy Statement
As part of Yerasoft's commitment to providing the best possible service we may monitor and record phone calls answered by and/or initiated by our management, sales, administration or marketing/sales staff. Yerasoft may also archive recorded voice mail messages throught our automated attendant program. Yerasoft records calls for training purposes, to improve customer service, and to ensure an accurate record of Customer calls, which may be needed to support transactions that take place over the phone. This allows Yerasoft to identify how we can better serve its customers.
Electronic Delivery Policy
Yerasoft is a website-related business and communicates with its Customers through electronic means. When the Customer accepts this TOS the Customer consents to receive electronic data from Yerasoft any notices, agreements, disclosures, or other communications (Notices). The Customer agrees that Yerasoft may send electronic Notices in either of the following ways 1) To the email address provided to Yerasoft at the time of sale or 2) to the new email address account the Customer set up through Yerasoft. The Customer agrees to check the designated email addresses regularly for Notices. Notice from Yerasoft is effective when sent by Yerasoft, regardless of whether the Notice is read or received by The Customer.
The Customer acknowledges that by using Yerasofts' services the Customer will be causing communications to be sent through Yerasofts' computer networks, which may be located throughout the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. The Customer acknowledges that use of Yerasofts' services results in interstate data transmissions and may result in transborder transfer of personal data. The Customer hereby consents to the collection, processing and transborder transfer of such personal information as the Customer may provide or make available to Yerasoft.
Website Construction Procedure
With help and input from the Customer, Yerasoft will prepare the appropriate custom design and work with the content (where applicable) provided by the Customer for development of the site. The Customer must submit content to the design department before site construction begins on the custom website. The Customer must submit content through the Yerasoft's Active Collaboration System. The Customer must electronically accept the TOS before access is granted to the Active Collaboration System. After content is submitted by the Customer the website/application will be developed. Prior to the website being turned live the Customer will receive a missing information notification if content is incomplete. The Customer will then have two weeks to submit complete content. If complete content is not received the website will then be turned live “as-is”. If the website is taken live without all of the pages completed due to incomplete content those pages may staged and developed in the future.
The design and content layout are completed by Yerasoft from information provided by the Customer. As stated in the contract Yerasoft has design autonomy. If the Customer requests new design elements or a redesign it's up to Yerasoft to determine the additional fees associated with any graphical or programming change. Once Yerasoft has shown the client design or the finish program it will be turned live. If the Customer has not yet transferred their existing domain the site will still be considered live behind the build (staging) address and the Customer will be responsible for monthly billing. Yerasoft will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client inserted in the Active Collaboration System. Once the site is live the Customer will be notified by email that the website is now live.
The Customer understands, agrees and acknowledges that Yerasoft does not guarantee a time frame for completion of ANY custom website. A custom website cannot be completed without submission of complete content, design components, content, Keyword approvals and any related information connected to SEO services which is to be provided by the Customer. If the Customer continues submitting additional content throughout the design process, the design time frame is increased. If the Customer does not submit complete content and Yerasoft is not able to start or complete the custom website design, the Customer is still responsible for all fees incurred including, but not limited to, set-up, enhancement and monthly hosting fees that begin accruing from date of sale. If the Customer's website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.
The Customer is responsible for testing the functionality of the website upon Yerasofts' request for approval, and notification that the website has been completed. This includes, but is not limited to, functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Customer approval of the website to go live Customer agrees services have been rendered and functionality of website has been tested and approved by the Customer.
The Customer understands and agrees that if the Customer does not respond within 5 business days to Yerasofts' notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed to be approved and accepted by the Customer, and the website will be taken live “as-is”.
In the event that Yerasoft completes all of the work per the original agreement, Yerasoft reserves the right to move the site live and deem the work to be completed without Customer's permission if Customer will not or did not give approval of the work.
Website Change Requests Before and After Website Goes Live
Yerasoft agrees to build a website/database/application to the specifications listed in the work order/contract/agreement. Any additions or changes requested outside of the scope of the original work order/contract/agreement, either prior to the custom website going live, or after the site has gone live, will be billed at Yerasofts’ standard hourly rate. Yerasoft is not obligated to complete Customer requests or changes outside of the scope of work on the original work order/contract/agreement. If Yerasoft does not agree to Customer requests or changes with a new work order/contract/agreement, the Customer is still obligated to pay all fees incurred and due.
Yerasoft does not guarantee a time frame for completion of ANY custom database or custom programming.
The Customer is responsible for testing the functionality of the website upon Yerasofts’ notification that the website has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming.
Yerasoft will instruct Customer as to the use of the custom database and the inputting of data related to such database, however, data entry is the sole responsibility of the Customer unless otherwise indicated with the work order/contract/agreement. If the Customer requests Yerasoft to enter data into the database, the Customer will be charged, and agrees to pay, for such data entry at Yerasofts' standard data entry rates.
Cancellation Policy & Term of Agreement
The initial term of this agreement is determined in the original order form or request (the "Initial Term"). The Initial Term shall commence on the day the account is setup on our servers and notification about such services and been sent to the customer via e-mail. After the initial term, this agreement shall automatically renew for successive terms of equal length as the initial term, unless terminated or cancelled by either party as provided in this section. The initial term and all successive renewal periods shall be referred to, collectively, as the "Term".
Yerasoft, LLC reserves the right to cancel any subscription in writing with cause. This notification can be via fax transmission or 1st class mail only. No cancellations will be accepted via phone or e-mail.
Cancellation requests received after the required cancellation time frame (30 days prior to the annual anniversary date) will become effective at the next annual anniversary date. All cancellations must be submitted in writing via fax transmission or by 1st class mail.
Billing and Payment
All fees for the services shall be in accordance with Yerasoft's fee schedule then in effect, the terms of which are incorporated herein by reference, and shall be due at the times provided therein.
Fee Structure: Fees will become due with as a anniversary billing mode (daily) or monthly anniversary mode. Yerasoft reserves the right to charge your account up to 21 days prior to the due date.
Late Fees: Yerasoft will assess a 1.5% late fee per month on any unpaid balances over 30 days.
Credit Card/Check Chargebacks or Inquiries: If the customer submits a chargeback or inquiry Yerasoft will secure the following remedies.
- A chargeback/inquiry fee of $50.00 will become immediately due and payable.
- A minimum research fee of $200 will become immediately due and payable.
- Beyond 2 hours of research time Yerasoft will bill the customer in half hour increments at a rate of $93.50 per hour. All hours will be recorded and submitted to the customer for payment which will become immediately due on the date of the invoice.
- In the event a chargeback/inquiry causes harm to Yerasoft's Merchant Account the customer will be responsible for any and all damages (monetary and otherwise) including but not limited to the following:
- Account holds: Holds causing Yerasoft's merchant account to be placed on hold status (limiting Yerasoft's ability to transact payment gateways).
- Reserve fees and reserve holdovers: The customer will be responsible for any and all reserves assessed as a result of their chargeback should the chargeback/inquiry be ruled in the favor of Yerasoft LLC.
- Terminations: If the chargeback/inquiry creates a termination of the merchant account the customer will be responsible for all damages to Yerasoft's business should the chargeback/inquiry be ruled in the favor of Yerasoft LLC.
- Each chargeback/inquiry will incur the above referenced expenses.
- If a credit card arbitration is not able to resolve the dispute with the cardholder's issuing bank, a $500 fee will be assessed to the Customer to cover all expenses associated with the arbitration process.
Check by Phone Payment NSF or Cancellation: If the customer either cancels the check or submits a check which is returned for any reason Yerasoft, LLC. will secure the following remedies:
- A minimum service fee of $100.00 will become immediately due and payable.
- If an alternate payment has not been made with 24 hours Yerasoft will assess a collection fee of $200 or double the check amount whichever is greater, which will become immediately due and payable.
- Beyond 2 hours of research time Yerasoft will bill the customer in half hour increments at a rate of $93.50 per hour. All hours will be recorded and submitted to the customer for payment which will become immediately due on the date of the invoice.
- Each check cancellation or NSF will incur the above referenced expenses.
- If the customer does not pay the fees listed above then Yerasoft will file with the proper authority and/or take legal action against the customer. The customer agrees to pay all legal fees associated with the collection of this debt.
If fees are not paid to Yerasoft for open contracts or service fees the customer understands that Yerasoft works with an external collection agency for purposes of debt collection. Yerasoft reserves the right to use our internal attorney or an external collection agency in an attempt to collect on balances due. The customer acknowledges that additional fees will be required for debt collection. The customer agrees to pay any and all collection costs of up to 40%, court costs, and all attorney fees.
Customer agrees that customer shall not use excessive amounts of CPU processing on any of Yerasoft's servers. Any violation of this policy may result in corrective action by Yerasoft, including assessment of additional charges, disconnection or discontinuance of any and all services, or termination of this agreement, which actions may be taken in Yerasoft's sole and absolute discretion. If Yerasoft takes any corrective action under this section, customer shall not be entitled to a refund of any fees paid in advance prior to such action.
Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by customer. Yerasoft will monitor customer's bandwidth and disk usage. The bandwidth provided for each account is as follows: 75MB account is provided up to 7,500 MB and the 100 MB account is provided up to 10,000 MB Yerasoft shall have the right to assess additional fees if the customer's bandwidth or disk usage exceeds the agreed usage amounts.
Customer shall be responsible for the security and confidentiality of any customer information (including, without limitation, customer credit card numbers) that customer may receive as a result of its web site or online store.
Any type of pornographic materials, hate materials, racial materials, or unlawful practices, MP3's, Warez or other illegal content and materials are strictly prohibited and grounds for immediate termination of account.
Customer represents and warrants to Yerasoft that the customer owns or has the right to use the customer content and material contained therein, including all text, graphics, sound, music, video, programming, scripts and applets, and the use, reproduction, distribution and transmission of the customer content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, or violate any criminal laws or constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation.
The customer agrees to hold harmless Yerasoft for all images, pictures and content listed on the website. During the construction process Yerasoft may use images provided by the Customer or from Royalty Free sources or search engine results online. At no time does Yerasoft use rights managed images or images from known copyright protected sources. If the Customer is contacted from a source which asserts an image is copyright protected Yerasoft's only responsibility is to remove the image for the customer with another image found online, by using a clipart service or with an image provided by the Customer.
The Customer specifically agrees not to engage in negative comments, libel or slander regarding Yerasoft, LLC, including but not limited to publishing, or causing to be published, complaints or derogatory comments about Yerasoft LLC in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition Yerasoft, LLC will be entitled to liquidated damages in the amount of $2,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, Yerasoft, LLC shall be entitled to litigate this matter, and obtain the money damages together with injunctive and punitive relief. The prevailing party to that litigation shall be entitled to an award of attorney's fees.
Intellectual Property Policy
Yerasoft respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. Yerasoft may terminate accounts for copyright or trademark infringement, or for any other reason Yerasoft deems appropriate as it may relate to t Customer's use of another’s intellectual property, copyright protected materials or trademarks. If you believe your work has been copied and is accessible on any of Yerasoft's websites, servers or customer's websites please see Yeraosft's Intellectual Property Position at
Disclaimer of Warranty
The customer agrees to use all Services and any information obtained through or from Yerasoft, at customer's own risk. Customer acknowledges and agrees that Yerasoft exercises no control over, and accepts no responsibility for, the content of the information passing through Yerasoft's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF YERASOFT, SUBSIDIARIES OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A "YERASOFT PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT YERASOFT PROVIDES. NO YERASOFT PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. YERASOFT IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY YERASOFT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY YERASOFT PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.
Customer agrees to indemnify, defend and hold harmless Yerasoft, subsidiaries and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to customer's use of the services, any violation by customer of The Terms of Usage Policy, any breach of any representation, warranty or covenant of customer contained in this agreement or any acts or omissions of customer. The terms of this section shall survive any termination of this agreement.
Under no circumstances, including negligence, shall any Yerasoft Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by customer, any of its customers, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if Yerasoft has been advised of the possibility of such damages. No Yerasoft Person shall be liable to customer, any of its customers, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Yerasoft's records, programs, equipment or services.
This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this agreement. The terms of this section shall survive any termination of this agreement.
All provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Customer consents and agrees that venue shall be in Kalamazoo County, Michigan for any action brought with regard to this Agreement and that the courts in Kalamazoo County, Michigan shall have personal jurisdiction over Customer to the extent that personal jurisdiction may be necessary to enforce any of the provisions of this Agreement. You agree to waive the right to trial in any proceeding that takes place relating to or arising out of this agreement.
Yerasoft shall not be liable for failure or delay in performing it obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the services.
Entire Agreement; Severability
This Agreement represents the entire agreement between the parties, and supercedes all previous representations, understandings or agreements. If any provision of this agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.
Customer hereby represents that he, she or it is either, an individual entering this agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the state of its organization and the person acting on behalf of customer is duly authorized to accept, execute and deliver this agreement on behalf of customer.
Yerasoft has zero tolerance for UBE/UCE (unsolicited bulk email/unsolicited commercial email). This policy protects our customers as well as the internet community from the negative effects of "spam" related activity. Yerasoft defines UBE/UCE as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender.
Tort Claims and Other Claims
The Customer waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against Yerasoft, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. The Customer waives any tort claims that arise by act, or omission. The Customer further agrees that it may only bring claims against Yerasoft in Client’s individual capacity and not as a member of a class.
Yerasoft customers, and customers of Yerasoft customers or any user of bandwidth and/or services on our network (herein described as 'users') are prohibited from sending UBE/UCE. Users may be asked to produce records that verify that explicit affirmative permission was obtained from a recipient before a mailing was sent. Yerasoft may consider the lack of such proof of explicit affirmative permission of a questionable mailing UBE/UCE at its sole discretion.
Valid complaints received by Yerasoft may lead to immediate termination or suspension of the service. Yerasoft may block traffic without prior notice to and from the IP address involved in the UBE/UCE complaint until the problem is resolved and preventative measures have been implemented to prevent the violation from recurring.
Selecting and submitting “accept” on the electronic copy of the work order/work request/contract, submitting content through the Active Collaboration System, making payment, or submitting information or documents to Yerasoft so that Yerasoft may perform services for the client, the same shall constitute an electronic signature as defined by Michigan ’s Uniform Electronic Transactions Act, Act 305 of 2000, 450.832, Sec 2